TIDMABAL

RNS Number : 3096Y

Abal Group PLC

30 December 2019

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

30 December 2019

Abal Group Plc

Half year results

Abal Group Plc (the "Company" or "the Group"), currently an AIM Rule 15 cash shell, announces its unaudited half year results for the six months ended 30 September 2019.

Operational and strategic overview

In the group's Annual Report for the year ended 31 March 2019, there was an explanation in some detail of the circumstances leading up to the disposal of all the group's Imaginatik innovation business and assets on 5 February 2019. From the date of that disposals, the Company changed its name and became an AIM Rule 15 cash shell seeking new investment opportunities.

On 27 September 2019, the Company announced that a conditional share purchase and sale agreement had been reached to acquire all of the share capital of Supply@Me SRL.

Supply@Me SRL is an Italian company that has developed an innovative, proprietary, digital system which underpins a fintech platform that enables customers to carry out 'inventory monetisation' transactions by transforming their unsold stock of goods to Supply@Me SRL.

The consideration will only be by the issue of new ordinary shares in Abal, the number of which remains uncertain pending final negotiations, and a further share placing is planned to cover the costs of the proposed transaction and to provide working capital and development capital. This transaction would be both a reverse takeover and a related party transaction in accordance with the AIM Rules, because of the relationships between certain persons in relation to the Company and Supply@Me SRL and its shareholders and service providers.

Negotiations for this potential acquisition are approaching a conclusion, but are still subject to several key approvals. There is no assurance that the agreement will complete. Please be assured your board are making every effort to deliver a successful result for shareholders.

Financial overview

As already reported, in February 2019 the Company sold its Imaginatik business and business assets. Consequently, in the current six months reporting period to 30 September 2019, the Company was a cash shell seeking new investment opportunities. In this period, there was no income, except from the close out of a small rented property in the USA, and the Company's costs were that of sustaining the Company and its AIM listing, and the not insignificant costs, mainly professional fees, incurred in the normal processes towards achieving and completing the new investment referred to above in the overview part of this report.

Under IFRS accounting, the results of the Group are separated between continuing and discontinued operations, and prior year consolidated figures have been restated where appropriate. The continuing operations represent the ongoing activities of the holding company as a cash shell with the costs of maintaining the Company and seeking new investment. The discontinued operations include all the trading activities up to the date of the sale plus the profit on the sale.

The financial results for the six months to 30 September 2019 are summarised as follows:

   --      Continuing Operations: 

o Revenues for H1 2019 GBPnil (H1 2018: GBPnil)

o Corporate expenses H1 2019 GBP641,000 (H1 2018: GBP360,000)

o Taxation H1 2019 GBPnil (H1 2018: GBPnil)

o Loss from Continuing Operations H1 2019 GBP601,000 (H1 2018: GBP349,000)

   --      Discontinued Operations: 

o Pro/(Loss) from Discontinued Operations H1 2019 GBPnil (H1 2018: Loss (GBP246,000))

   --      Total comprehensive loss H1 2019 (GBP601,000) (H1 2018: Loss ( GBP595,000)) 
   --      Cash balances H1 2019 GBP126,000 (H1 2018: GBP14,000) 

Simon Charles, Chairman, said:

"Discussions are progressing towards reaching a conclusion on the acquisition and we will update shareholders when we can. Regulatory discussions and approvals are progressing satisfactorily and we are hopeful that we will be able to make a further announcement in relatively soon."

For further information:

 
 Abal Group PLC (www.abalplc.com) 
  Simon Charles, Non-Executive Director        +44 (0)20 3198 2554 
 
 WH Ireland Limited, Nomad and Joint Broker 
  Mike Coe/Chris Savidge                       +44 (0)207 220 1666 
 
 Peterhouse Capital Limited, Joint Broker 
  Lucy Williams/Duncan Vasey                   +44 (0)20 7469 0936 
 

Abal Group PLC

Consolidated Statement of Comprehensive Income

For the six months ended 30 September 2019

 
                                                          6 Months                  6 Months                      Year 
                                                             Ended                     Ended                     Ended 
                                                           30 Sept                   30 Sept                  31 March 
                                                              2019                      2018                      2019 
                                                         Unaudited                Unaudited*                  Audited* 
                                  Notes                    GBP'000                   GBP'000                   GBP'000 
 
 Continuing Operations              2 
 Revenue                                                         -                         -                         - 
 Cost of Sales                                                   -                         -                         - 
 Gross Profit                                                    -                         -                         - 
 Administrative Expenses                                     (190)                     (360)                     (726) 
 Exceptional item -                                          (451)                         -                         - 
 Administrative 
 Expenses 
 Other Income                                                   40                        31                        69 
                                         -------------------------  ------------------------  ------------------------ 
 
 Operating (Loss)                                            (601)                     (329)                     (657) 
 Financial Expense                                               -                      (20)                      (42) 
                                         -------------------------  ------------------------  ------------------------ 
 (Loss) Before Income Tax                                    (601)                     (349)                     (699) 
 Income tax                         3                            -                         -                         - 
                                         -------------------------  ------------------------  ------------------------ 
 (Loss) from continuing 
  operations                                                 (601)                     (349)                     (699) 
 Profit / (Loss) from 
  discontinued 
  operations                        2                            -                     (246)                       325 
                                         -------------------------  ------------------------  ------------------------ 
 (Loss) and total comprehensive 
  income 
  for the period 
  attributable to the equity 
  shareholders 
  of the parent                                              (601)                     (595)                     (374) 
 
 
  Earnings per ordinary share 
  (pence) 
  from continuing and 
  discontinued operations 
  attributable to the equity 
  shareholders: 
 
   Continuing operations basic 
   - pence                           4                     (0.15)p                   (1.26)p                   (1.32)p 
 Total basic earnings per share 
  attributable 
  to 
  the equity shareholders of 
  the parent 
  - pence                            4                     (0.15)p                   (2.15)p                   (0.71)p 
                                         -------------------------  ------------------------  ------------------------ 
 

*Prior period figures restated to be comparative to current period continuing and discontinued operations.

Abal Group PLC

Consolidated Statement of Financial Position

as at 30 September 2019

 
                                         30 Sep      30 Sep   31 March 
                                           2019        2018       2019 
                                      Unaudited   Unaudited    Audited 
                                        GBP'000     GBP'000    GBP'000 
 Non-Current Assets 
 Property, Plant & Equipment                  -          16          - 
 Intangible Assets                            -         987          - 
 Trade & other receivables                              127 
 Total Non-Current Assets                     -       1,130          - 
                                     ----------  ----------  --------- 
 
 Current Assets 
 Trade & Other Receivables                   94         897        121 
 Cash & Cash Equivalents                    126          14        771 
                                     ----------  ----------  --------- 
 Total Current Assets                       220         911        892 
                                     ----------  ----------  --------- 
 Total Assets                               220       2,041        892 
                                     ----------  ----------  --------- 
 
 Equity 
 Ordinary Share Capital                   4,767       4,766        4,767 
 Share premium                            9,599       8,911        9,599 
 Other reserves                           1,217       1,278        1,217 
 Profit and Loss                       (15,808)    (15,409)     (15,207) 
 
 
 Equity                                   (225)       (454)          376 
                                     ----------  ----------  ----------- 
 
 Liabilities 
 Current Liabilities 
 Trade & Other Payables                     392       2,333        463 
 Derivative financial instruments            53           -         53 
 Total Current Liabilities                  445       2,333        516 
                                     ----------  ----------  --------- 
 
 Non-Current Liabilities 
 Other payables                               -         162          - 
 Total Liabilities                          445       2,495        516 
                                     ----------  ----------  --------- 
 
 Total Equity and Liabilities               220       2,041        892 
                                     ----------  ----------  --------- 
 
 
 

Abal Group PLC

Consolidated Statement of Cash Flows

For the six months ended 30 September 2019

 
                                                                6 Months     6 Months       Year 
                                                                   Ended        Ended      Ended 
                                                                  30 Sep       30 Sep   31 March 
                                                                    2019         2018       2019 
                                                               Unaudited   Unaudited*   Audited* 
                                                                 GBP'000      GBP'000    GBP'000 
 Cash Flows from Operating Activities 
 Operating profit/(loss) before tax from: 
  Continuing operations                                            (601)        (575)      (699) 
 Discontinued operations                                               -                     325 
 Adjustments to cash flows from non-cash 
  items: 
 Depreciation, amortisation and impairments                            -          105        203 
 Profit on sale of business                                            -                   (935) 
 Share based payment transactions                                      -           26       (35) 
 Derivative financial instrument                                       -                      34 
 Income tax credit                                                     -                   (141) 
 Interest                                                              -                       8 
 Change in Trade & Other Receivables                                  27           74        156 
 Change in Trade & Other Payables                                   (71)         (61)      (512) 
                                                 -----------------------  -----------  --------- 
 Cash (Used in) Operations                                         (645)        (431)    (1.596) 
 Finance Costs                                                                   (20)        (8) 
 Tax Received                                                          -                     141 
                                                 -----------------------  -----------  --------- 
 Net Cash (Used in) Operating Activities                           (645)        (451)    (1,463) 
                                                 -----------------------  -----------  --------- 
 
 Cash Flows from Investing Activities 
 Proceeds from sale of business                                        -            -      1,207 
 Purchase of Intangible Assets                                         -        (157)      (205) 
                                                 -----------------------  -----------  --------- 
 Net Cash Generated (Used) in Investing 
  Activities                                                           -        (157)      1,002 
                                                 -----------------------  -----------  --------- 
 
 Cash Flows from Financing Activities 
 Proceeds from the issue of ordinary shares                            -          561      1,171 
 Net Cash Generated from Financing Activities                          -          561      1,171 
                                                 -----------------------  -----------  --------- 
 
 Net Increase/ (Decrease) in Cash and 
  Cash Equivalents                                                 (645)         (47)        710 
 Cash and Cash Equivalents at the Start 
  of the Period                                                      771           61         61 
                                                 -----------------------  -----------  --------- 
 Cash and Cash Equivalents at the End 
  of the Period                                                      126           14        771 
                                                 -----------------------  -----------  --------- 
 
 

*Prior period figures restated to be comparative to current period continuing and discontinued operations.

Abal Group PLC

Consolidated Statement of Changes in Equity

For the six months ended 30 September 2019 (unaudited)

 
 
                           Ordinary                 Share 
                              Share      Share     Option   Retained 
                            Capital    Premium    Reserve     Losses       Total 
                            GBP'000    GBP'000    GBP'000    GBP'000   GBP'000 
 At 1 April 2019              4,767      9,599      1,217   (15,207)       376 
 Comprehensive Loss for 
 the Period                       -          -          -      (601)     (601) 
 At 30 September 2019         4,767      9,599      1,217   (15,808)     (225) 
                           --------  ---------  ---------  ---------  -------- 
 
 
 

For the six months ended 30 September 2018 (unaudited)

 
 
                                                   Share 
                               Share      Share    Option         Retained 
                             Capital    Premium    Reserve         Losses           Total 
                             GBP'000    GBP'000    GBP'000   GBP'000                GBP'000 
 At 1 April 2018               4,765      8,350      1,252             (14,814)               (447) 
 Issue of New Shares               1        561          -                    -                 562 
 Share Option Charge               -          -         26                    -                  26 
 Comprehensive Loss for 
  the Period                       -          -          -                (595)               (595) 
 At 30 September 2018          4,766      8,911      1,278             (15,409)               (454) 
                          ----------  ---------  ---------  -------------------  ------------------ 
 
 

For the year ended 31 March 2019 (audited)

 
 
                                                   Share 
                               Share      Share    Option         Retained 
                             Capital    Premium    Reserve         Losses           Total 
                             GBP'000    GBP'000    GBP'000   GBP'000                GBP'000 
 At 1 April 2018               4,765      8,350      1,252             (14,814)               (447) 
 Issue of New Shares               2      1,249          -                    -               1,251 
 Share Option Charge               -          -       (35)                    -                (35) 
 Conversion of debt to 
  Equity                           -                     -                 (19)                (19) 
 Comprehensive Loss for 
  the Period                       -          -          -                (374)               (374) 
 At 31 March 2019              4,767      9,599      1,217             (15,207)                 376 
                          ----------  ---------  ---------  -------------------  ------------------ 
 
 

Abal Group PLC

Notes to the financial statements

For the six months ended 30 September 2019 (unaudited)

1. Basis of preparation

These interim financial statements have been prepared in accordance with IAS 34 - Interim Financial Reporting using the recognition and measurement principles of International Accounting Standards, International Financial Reporting Standards and Interpretations adopted for use in the European Union (collectively "Adopted IFRS").

The principal accounting policies used in preparing these interim financial statements are those expected to apply to the Group's Consolidated Financial Statements for the year ending 31 March 2020 and are unchanged from those disclosed in the Group's audited Annual Report for the year ended 31 March 2019.

The financial information for the six months ended 30 September 2019 and 30 September 2018 is unaudited and does not constitute statutory financial statements for those periods.

The comparative financial information for the year ended 31 March 2019 is not statutory accounts within the meaning of s434 of the Companies Act 2006 but has been derived from the audited statutory financial statements for that year. The statutory accounts for the year ended 31 March 2019 have been reported on by the Company's auditor, delivered to the Registrar of Companies and have been posted on the Group's website.

The auditor's opinion on the Group's financial statements for the year ended 31 March 2019 was unqualified.

2. Continuing operations, discontinued operations and exceptional item

2a Summary

 
 On 4 February 2019 the group sold all of its business and assets. 
  Consequently, disclosure of segmental information is no longer 
  appropriate, and instead the group's results are reported separately 
  under headings for the group's continuing operations as a holding 
  company and for the discontinued operations. The comparative statement 
  of profit and loss has been restated as is the operation had been 
  discontinued from the start of the prior year. 
 

2b Continuing operations and exceptional item

As all the trading activities have been discontinued, there is no ongoing segmental information. The following results for

continuing operations are for the administrative costs of the Group's parent company.

 
                                                      6 Months     6 Months       Year 
                                                         Ended        Ended      Ended 
                                                     September    September      March 
                                                          2019         2018       2019 
                                                     Unaudited    Unaudited    Audited 
                                                        GBP000       GBP000     GBP000 
-------------------------------------------  ----  -----------  -----------  --------- 
 
  Corporate expenses                                     (190)        (360)      (726) 
   Exceptional item - Corporate expenses - 
    see note below                                       (451)            -          - 
   Other income                                             40           31         69 
   Finance cost                                              -         (20)       (42) 
-------------------------------------------------  -----------  -----------  --------- 
 Loss after tax                                          (601)        (349)      (699) 
-------------------------------------------------  -----------  -----------  --------- 
 

The exceptional item relates to the cost of professional fees incurred in preparation for the proposed acquisition that is explained in Note 5.

2c Discontinued operations

On 4 February 2019 the group sold all of its business and assets. The financial performance for this disposed business may be summarised:

 
                                                      6 Months     6 Months       Year 
                                                         Ended        Ended      Ended 
                                                     September    September      March 
                                                          2019         2018       2019 
                                                     Unaudited    Unaudited    Audited 
                                                        GBP000       GBP000     GBP000 
-----------------------------------------------   ------------  -----------  --------- 
 Revenue                                                     -        1,423      2,297 
 Expenses                                                    -      (1,669)    (3,048) 
------------------------------------------------   -----------  -----------  --------- 
 Loss before income tax                                      -        (246)      (751) 
 Income tax expense                                                       -        141 
--------------------------------------------------------------  -----------  --------- 
 Loss after tax for discontinued operation                   -        (246)      (610) 
 Gain on sale of the subsidiary after tax 
  - see below                                                -            -        935 
------------------------------------------------   -----------  -----------  --------- 
 Comprehensive income/(loss) from discontinued 
  operation                                                  -        (246)        325 
------------------------------------------------   -----------  -----------  --------- 
 

3. Income Tax

There was no income tax for the six month periods ended 30 September 2018 and 2019. There was an income tax credit of GBP141,000 for the year ended 31 March 2019. This income tax credit represented the research and development tax credits receivable for that period.

4. Earnings per share

 
Basic EPS loss per share:           6 months        6 months           Year 
                                       ended           ended          ended 
                              September 2019  September 2018     March 2019 
 
 
(Loss) from continuing 
 operations                     GBP(601,000)    GBP(349,000)   GBP(699,000) 
Total comprehensive 
 (loss)                         GBP(601,000)    GBP(595,000)   GBP(374,000) 
Weighted number of Ordinary 
 Shares - thousands                  388,372          27,731         52,990 
Basic (Loss) per share 
 - continuing operations 
 - pence                             (0.15p)         (1.26p)        (1.32p) 
Basic total comprehensive 
 (loss) per share - pence            (0.15p)         (2.15p)        (0.71p) 
 

The diluted EPS for the continuing operations and the diluted EPS in total (and in the prior periods) were the same as the Basic EPS as they were all losses. The diluted EPS for the discontinued operations in the year ended 31 March 2019 was a profit of 0.57p. For the calculation of this diluted EPS for the discontinued operations, the profit used was the same as for the Basic EPS, and the Basic weighted average number of shares was increased by 4,428,860 shares in respect of the outstanding share options and convertible loan note. At 31 March 2019, 7,946,158 options were excluded from the diluted EPS because their effect would have been anti-dilutive. The average mark value of the shares for the purposes of calculating the dilutive effect was based on quoted market prices for the year during which the options were outstanding.

5. Subsequent event

On 27 September 2019, the group announced that a conditional share purchase and sale agreement had been reached to acquire all of the share capital of Supply@Me SRL. Supply@Me SRL is an Italian company that has developed an innovative, proprietary, digital system which underpins a fintech platform that enables customers to carry out 'inventory monetisation' transactions by transforming their unsold stock of goods to Supply@Me SRL. The consideration will only be by the issue of new ordinary shares in Abal, the number of which is uncertain, and a further share placing is planned to cover the costs of the proposed transaction and to provide working capital and development capital. This transaction would be both a reverse takeover and a related party transaction in accordance with the AIM Rules, because of the relationships between certain persons in relation to the Company and Supply@Me SRL, its shareholders and service providers and is still subject to several key approvals. There is no assurance that the agreement will complete.

6. Copies of Interim Report

Copies of this interim report are available upon request to members of the public from the Company's registered office, 27/28 Eastcastle Street, London, W1W 8DH. This interim report can also be viewed on the Group's website: www.abalplc.com

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

IR TMBATMBMJBRL

(END) Dow Jones Newswires

December 30, 2019 10:10 ET (15:10 GMT)

Grafico Azioni Abal (LSE:ABAL)
Storico
Da Feb 2024 a Mar 2024 Clicca qui per i Grafici di Abal
Grafico Azioni Abal (LSE:ABAL)
Storico
Da Mar 2023 a Mar 2024 Clicca qui per i Grafici di Abal